NetSuite POS Module (PDF) - January 2017

## NetSuite POS Module Addendum

This POS Addendum (' Addendum ') is made effective as of the date the applicable Estimate/Order Form that  references  this  Addendum  is  signed  by  Customer  (' Addendum  Effective  Date ')  and  sets  forth additional  terms  and  conditions  that  govern  use  of  the  NetSuite  POS  Module.    This  Addendum  is  in addition  to  and  amends  the  Subscription  Services  Agreement  (' SSA ')  between  you  (' Customer ')  and Oracle  America,  Inc.  (' Oracle '),  but  solely  in  connection  with  the  NetSuite  POS  Module.  Oracle  and Customer hereby agree as follows:

## 1. Definitions.

' Agreement ' means the SSA as modified by this Addendum.

' NetSuite  POS  Module ' means:  (a)  the  NetSuite  POS  hosted  software  module  and  (b)  the  POS Software,  as  such  components  are  described  in  the  applicable  Help  Documentation.    For  clarity,  the NetSuite POS Module does not include the POS Infrastructure.

- ' POS  Infrastructure ' means  the  third  party  network  and  storage  infrastructure  on  which  the  hosted portion of the NetSuite POS Module is hosted.  The NetSuite POS Module is currently hosted on Amazon Web Services.
- ' POS Software ' means the Oracle point of sale device software in object code only that is installed on the Terminals.
- ' Store ' means a Customer retail establishment or location at which one (1) or more of the Terminals are located.
- ' Store Data ' means the Customer's sales transaction data that is transmitted from a Terminal through the Store Network and that resides on the NetSuite POS Module.

' Store  Network ' means  the  Customer's  equipment  and  transmission  lines  on  which  the  Store  Data resides and is transmitted from a Terminal to the NetSuite POS Module.

- ' Terminal ' means  third  party  point  of  sale  hardware  and  terminals  operated  by  or  for  Customer  at  a Store.

## 2. Subscription to NetSuite POS Module and License to POS Software.

The NetSuite POS Module is included in the 'Service' under the SSA, subject to the terms and conditions set forth in this Addendum.

- a. Scope of Use.  Subject to the terms and conditions of the Agreement and during the subscription term for the NetSuite POS Module (as specified in the applicable Estimate/Order Form) (' Subscription Term '), Customer's and its Affiliates' Users may use the NetSuite POS Module solely for Customer's and its  Affiliates'  internal  business  operations  and  solely  at  the  number  of  Stores  and  on  the  number  of Terminals for which Customer has paid all applicable fees as set forth in the applicable Estimate/Order Form.  Section  1  (Subscription  Service)  of  the  SSA  does  not  apply  for  purposes  of  the  NetSuite  POS Module.
- b. Software  License.    Subject  to  the  terms  and  conditions  of  the  Agreement  and  during  the Subscription Term, Oracle grants Customer a non-transferable, non-exclusive, limited license to: (i) install (or  have  installed)  the  POS  Software  on  the  number  of  Terminals  for  which  Customer  has  paid  the applicable fees as set forth in the applicable Estimates/Order Form and (ii)  use the POS  Software for Customer's and its Affiliates' internal business operations in conjunction with Customer's authorized use of the NetSuite POS Module.
- c. Software  License  Restrictions. In  addition  to  the  restrictions  in  Section  3  (Restrictions)  of  the SSA (which  apply  to  both  the  hosted  and  software  portions  of  the  NetSuite  POS  Module),  Customer agrees not to (and not to allow any third party to) distribute or transfer the POS Software to any third party.
3. Differences from SSA. Except as provided in this Section 3, the Store Data shall be treated as Customer  Data  under  the  SSA  when  such  data  resides  in  the  Service.    Because  the  NetSuite  POS Module  is  hosted  on  third-party  POS  Infrastructure,  certain  provisions  of  the  SSA  with  regards  to Customer Data or the Service do not apply to the NetSuite POS Module or to the Store Data.
- a. Service Levels and Availability.  Any service levels or 'Service Level Commitment' described in the SSA or in any Oracle documentation or website will not apply to the NetSuite POS Module. Further, Customer understands  that  availability  of  the  NetSuite  POS  Module  features  that  are  hosted  on  POS Infrastructure depend on the continuing availability of  the POS Infrastructure.  If the POS Infrastructure provider  ceases  to  make  the  POS  Infrastructure  available  on  reasonable  terms,  Oracle  may  cease

## NetSuite POS Module Addendum

providing such Service features without entitling Customer to any refund, credit, or other compensation.

- b. Security Obligations.  Oracle's obligations under Section 6.8 (Security), and Section 7.4 (Handling of Customer Data Upon Termination/Expiration), of the SSA do not apply to the NetSuite POS Module or the Store Data.  Additionally, notwithstanding anything to the contrary in the SSA, the separate liability cap regarding a breach of Oracle's confidentiality obligations shall not apply to Store Data and instead, such liability shall not exceed the equivalent of twelve (12) months of subscription fees applicable to the NetSuite POS Module at the time of the event.  The NetSuite POS Module shall be compliant with the Payment Application Data Security Standard (PA-DSS) in effect at the time the NetSuite POS Module is initially made available to Customer. A required PCI SSC disclosure pertaining to PA-DSS certification of the NetSuite POS Module may be found at: http://www.netsuite.com/portal/resource/terms-ofservice.shtml, which may be updated by PCI SSC from time to time.  Any changes made to the NetSuite POS Module may affect such compliance and Customer shall be solely responsible for ensuring that any customization, changes or modifications made to the NetSuite POS Module are compliant with the PADSS.
- c. Backup Policies.  The terms in Section 5.1 (Ownership of Customer Data) of the SSA related to Oracle's backup of Customer Data do not apply to Store Data.  Customer acknowledges and agrees that in connection with operating and maintaining the NetSuite POS Module, Oracle may make copies of the Store Data and may maintain such Store Data consistent with Oracle's standard business processes.

For clarity and notwithstanding the foregoing, when and to the extent certain Store Data is submitted to and resident on the NetSuite Service (not the POS Infrastructure or the NetSuite POS Module), such data shall be deemed 'Customer Data' for all purposes under the SSA.

4. Additional  Customer  Responsibilities. Customer,  not  Oracle,  is  solely  responsible  for procuring,  installing  and  maintaining  the  Terminals  and  any  other  peripheral  point  of  sale  components from third parties (including without limitation any Terminal computer hardware and software on which the POS  Software  is  installed  in  the  Store).  Customer  shall  use  appropriate  measures  to  maintain  the confidentiality,  integrity,  availability  and  security  of  the  Terminal  (other  than  the  POS  Software),  Store Network and of all Store Data residing on the Store Network and transmitted to the NetSuite POS Module (including  but  not  limited  to:  promptly  applying  patches  and  updates  provided  by  Oracle  and  other Terminal  software  providers;  full  disk  encryption;  anti-virus; network,  access,  and  physical  controls). Customer shall not transmit or upload any credit card data or bank account numbers or other sensitive financial data of its customers through the NetSuite POS Module.
5. POS  Software  Upon  Termination. In  addition  to  other  terms  set  forth  in  the  Agreement, Customer agrees that upon the earlier of termination or expiration of the Subscription Term or of the Term of  the  SSA,  Customer  shall  immediately  cease  using  and  shall  un-install  the  POS  Software  from  all Terminals and destroy all copies of the POS Software in the Customer's possession.
6. General. Certain Sections in the SSA may have been renamed and/or renumbered and such renaming and/or renumbering shall not affect the validity, construction or interpretation of this Addendum. References in the this Addendum to any Section names or numbers in the SSA shall be deemed to be a reference to the identified  or  corresponding  provisions  in  that  document  to  accomplish  the  reasonable intent and objectives of such provisions to the greatest extent possible under applicable law.  Except as modified by this Addendum, the SSA remains in full force and effect for purposes of Customer's use of the  NetSuite  POS  Module.    If  any  provision  of  this  Addendum  conflicts  with  or  is  in  addition  to  any provision of the SSA, then the conflicting/additional provision of this Addendum shall control/apply solely in  connection  with  the  NetSuite  POS  Module  and  the  subject  matter  herein.    Capitalized  terms  not defined in this Addendum have the meaning assigned to them in the SSA.

CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ THIS ADDENDUM, UNDERSTAND IT AND AGREE  TO  BE  BOUND  BY  ITS  TERMS,  AND  THE  PERSON  SIGNING  THE  APPLICABLE ESTIMATE/ORDER FORM OR STATEMENT OF WORK HAS BEEN AUTHORIZED TO DO SO.

Rev. January 1, 2017